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HomeMy WebLinkAbout2015-353 Contract - GE-Zenon Environmental Corp ~ _ _ . ~ ~~,y~_ r_ _ `a _ ~ _ t. ti" ~ v, s ~a I Introduction .....................................................................:.................................................................4 2 System Description ..............................................................................................................................4 3 Scope Summary - GE 4 4 Insight- Knowledge Management Solution 4 4.1 Features of InSight 5 4.2 Key Benefits....._.... .........-......................................_...-...-5 4.3 InSight Packages ....................................................................................._...._....-...........................5 4.4 InSight Service Conditions 6 5 24/7 Emergency Telephone Technical Support..................................................... ...........................6 6 Partnership Communication 8 7 Duties 9 8 Duration & Schedule .........................................................................................................................10 9 Price Summary ....................................................................................................................................10 10 Terms and Conditions of Sale ......................................................................................................10 11 Signed Agreement ..19 Ashland - service Agreement ®GE August 24.2015 174237 Page 2 of 19 i 9 i r © GE Al rights reserved. This proposal contains proprietary information and Is the property of GE Water & Process Technologies (GBNPT). No assignments, either implied or expressed, of intellectual property rights, data, know how, trade secrets or licenses of use thereof are given. Al information is provided exclusively to the addressee and agents of the addressee for the purposes of evaluat-on and is not to be reproduced or divulged to other parties, nor used for manufacture or other means, without the express written consent of G&VPT. The acceptance of this document will be construed as an acceptance of the foregoing. The following are trademarks of General IBectric Company and may be registered in one or more countries: ASMet, AbsoluteZ Absolute2a, AccuSensor, AccuTrak, AccuTrak PLUS ActNow, A, mAead, Apogee, AmmOlde, APPUCATIONS ATLAS AquaRoc, AquaMax, Aquamite, Aquaplex. Aquatrex, Argo Analyzer. AutoSDI. Betz BetzDearbom, BEV Fite, SoHealth, BloMate, RoPlus. BlOSCAN, Bio-Trol, Butadean, Certified Plus, CheaPoint, C hemSenwr, ChemSure, C iDC CleanEllade, CLORDMAT, CoalPlus, ODMP-METER COMFLRATE Continuum, CorrPro, CorrShteld, CbrTrol, Custom Clean, Custom Flo, 0110, DataGuard, DataPlus, DataPro. DE-TAR-C W, De.Odor. DECK DeposiTrol, Desal, Dianodic, Durasan. DuraSick, Durasolv, Duratherm, DusTreat, 60e1I, E-Cellerator, E LELTROMAT, Embreak, EndODr, EXACT, FACT RNDt33 Ferrameen, Ferroquest, RoGard, Rotrex, Rotronics, FoamTrol, FoodPro, FRONTIER FSCLEAN FLDVV, FuelSoly, Full-Fit, GT.M., GenGard, GE Water 8, Process Technologies, GSAWerSburce. Glegg, Heat-Rate Pro, High Row Z, HPQ HPD Process, Hydrecy{cl.~..~e,',, Hypereperse, Hypure, Hytrex, Deal, InfoCalc, lnfoS=, InfoTrac, Innov0x, inSght, InSght Pro, InSght Basic, IONICS IONICSEDR 2820, i8ervice, JelCleer. KtarAid, l9een, Leak Trac, Leakwise, L64Pprimary, learning :.burce, LOGX LoSALT. M•PAK MACrrrter, Mace, Max- Amine, MegaRo, Membrex, Memtrex, MerC LftE MetClear, MiniWizard, MK-3, MOBILB:LM, MobileRO, Modular Pro, ModuleTrac, MonitAll, Monitor, Monitor Plus, Monsal, MIATIR.OW, MuniZ MyGE Novus, t, OptiQrard, Optigwse, C ptiTherm, Osmo 08mo PFD, Cismo Titan, Osmonics, Pacesetter, Pacesetter, Petroflo, Fetromeen, pHItmPL.uS PIOOPOfF_ FlantGuard, FbtyF loc, POVVERTFEAT, Predator, PRO ELI. Pro Site. ProCare, Procera, ProChem, Proof Not Promises, ProPAK ProShietd, ProSseet, Purtrex, Quality SAem Optimization, QuidcEhip, OSO. R= Reo-01, Reatrrent, RediFeed, Renewell, Fop, ROE RO%veZ SalesErlge, SCaleTrot, SeaPAK SaaPRO, SeaSMAK Seasoft, SeaTECH. Selex, Sensicore, Sentinel, Sepa, SDTECH, SIDAM SmrartS.oan, SoliSep, SUSBt, Solus, Spec-Aid, 9)ectrus, SPLA,. Steamate, SteriSife, RormFX, %yrex, SJ FT, NEST, Super Westchar, SuperSar, ZFM, Therminator, Thermoflo, TLC, Tonkaflo, Trend, TrueSense, TurboRo, Turboline, Utrafilic, Vape-Sorber, VeriFeed, VersaFlo, Versamate, V -Star, WasteWizard, WATER FOR THE WOR1D, Water-Energy Nexus Game, WaterCenle, WaterNCDE WaterNOW, WaterPOINT. MIProZ XPleat, VleldUp, Z-BC C Z -MOD, Z PAl{ Z-POD, ZCore, ZeeWeed, Z13 KK and 7-Rex. This proposal has been issued, based on the information provided by Buyer and currently available to GEat the time of proposal issuance. Any changes or discrepancies in site conditions, including but not limited to changes in system influent water characteristics, changes in Environmental Health and Safety conditions, changes in Buyer financial standing, changes in a water taking or disposal Permit reissued by the regulatory agency having jurisdiction, changes in Buyer requirements, or any other relevant change or discrepancy in the factual basis upon which this proposal was created may lead to changes in the offering, including but not limited to changes in scope of service, pricing, guarantees, quoted specifications, or terms and conditions. Ashland - Service Agreement ©GE August 24, 2015 174237 Page 3 of 19 i I t k. ~C w e ~ I ZENON Environmental Corporation, referred to here as GE provides support services to the Ashland WWTP, which is owned and operated by the City of Ashland, referred to here as Ashland`. The current contract expires November 30'", 2015. The following proposal is for on 8-month renewal of the Agreement services. j 'Ashland Wastewater Treatment Plant 1295 Cak Street, Ashland OR 97520 ZeeWeed ultrafiltration treatment of wastewater. 500c (M W) m 4 This Service Agreement is an 8-month service plan which includes: _ InSight Basic - Digital Asset Monitoring 24/7 Emergency Telephone Technical Support Service Descriptive detail for the service components of this Scope is set out beloly. i InSight captures and transforms your plant data into meaningful and actionable information, ultimately providing the knowledge you need to maximize performance, avoid operational interruptions, optimize your processes, and reduce the total cost of operation. InSight provides: Analytics: Seeing, at any point in time, historical and current plant performance against success criteria and the trajectory of future performance; where it's on track and the;Ilveaknesses that need improvement Early Detection and Alarming: Detecting emerging problems, so that action can be taken now, before a failure is experienced in the future. Optimization: Identifying opportunities to optimize and extend the life of membranes and equipment, lowering total cost of operations without sacrificing performance. Productivity: Reducing the tedious work of entering and reporting operotor-collected data including data required for membrane warranties. Helping staff get more done with tools that enhance their personal productivity, enabling them to see and do more. I Ashland -Service Agreement mGE August 24, 2015 I 174237 Page 4 of 19 l i. Reporting: Reporting on key performance indicators and their i'rpact on business objectives. Membrane Replacement Strategy: Planning a cost effective st•ategyformembrane replacement and upgrades with a deep understanding of factors affecting meml rune performance. Simplicity: InSight makes it easy to see how well your applications are performing over a specified time horizon. r Reports: Provides regular scheduled performance reports and summaries. Alerts: Provides alerts if any process parameters fall outside their normal operating range. ' Indicators Ito a simple aggregate performance indicator P nt Hea Mobility. Provides smortphone or tablet access Gouge. allowing the user the some abilities to see system health, current data, trends, reports and even enter operational data and notes. Security: Archives all plant data securely in an off-site central &jtabose. Data is password protected. Data Sources: Allows for data to be acquired from a wide range: of sources and modes of capture - including automatic (wired and wireless) and direct manual data entry. Allowing you to consolidate all your data to pull out valuable inf,)rmotion to drive better business results. Driving safety, reliability, accountability and increased throughput. Digitizing data and tools to liberate your operations and service seams to do theirjobs more effectively. Providing peace of mind by having another level of surveillance !which allows you to redefine operational excellence. Two InSight packages are available to meet particular customer needs: InSight Basic- Digital Asset Monitoring InSight Pro - Process Consulting Service The service level of InSight offered to Ashland is InSight Basic- Digital Asset Monitoring. r With InSight Basic, you will gain visibility into your plant's current and future performance by having complete access to your plant data through InSight. InSight allows you to perform your own process monitoring, trending and analysis suited to your individual plant operations and success criteria. You will hove access to the tools in InSight to add your own annotations, load your own analytical data and configure your own reports and alerts. The service is enhanced with weekly automated performance reports and daily alarm notification summaries, allowing you to identify emerging problems earlier so that action con be taken now, before ofailure con occur. i Ashland - Service Agreement mGE August 24, 2015 174237 Page 5 of 19 i i InSight Basic customers have access to personnel from GE's Service Reliability Center (SRCI who will provide training and support on the use and features of InSight, InSight Pro puts a professional GE Process Expert onto your team, collaborating to empower your operating team to apply the power of InSight to continuously improve their treatment processes. The Process Expert is specifically assigned to your plant and will monitor, key parameters on a regular rhythm using the InSight platform. The Process Expert will be in frequent contact with the key members of your operations team to discuss and resolve performance, process and operational issues. While supporting your operations team with day-to- day issues, the Process Expert will also use InSight to bring attention to ong term trends and provide recommendations that will help increase membrane and equipment life and reduce costs. As part of InSight Pro, the Process Expert provides bi-weekly process reports with analysis of key trends and recommendations to improve plant operation, membrane cleaning and overall performance. In addition, a semi- annual summary performance report is provided. If the need for troubleshooting does arise, you will have your Process Expert available, deeply familior with your system and empowered with information to assist GE will perform the services specified in the scope section of this documrint under the following provisos. -Where GE is responsible for service delay during the ag-eement, the duration of the agreement shall be extended for the some duration as the service delay. i Where Ashland is responsible for InSight service delays or interri.lptions, there will be no extension to the agreement term and Ashland is responsible to contact GE for reactivation after the cause of an interruption has been resolved. - Ashland retains ownership of any hardware supplied for data acquisition and transmission. Ashland will be billed for the replacement of this hardware if replacement is required and requested from GE Installation will normally be performed by Ashland. For the life of the system, Plant Operators have telephone access to a skil~ed GE technical support specialist who will assist Plant Operators in troubleshooting of system problems such as electrical (PLC/HMI), mechanical and process control issues. Plant Operators call the telephone number provided below at anytime during business hours and ask for Technical Support 8:00am to 6.00pm Monday to Friday, Eastern Time Zone GMT-5 Telephone, toll free in North = America: Press 1forTechnicol Support Press 2 for non-warranty parts quotations Ashland - Service Agreement (DGE August 24, 2015 174237 Page 6 of 19 I i Outside North America, ; Daytime Flours email address: j , Ater H-u'S Our technical supportteam is always on call and is equipped wi:~h the system information for the plant to effectively talk a Plant Operator through an emergency, potentially aver! ing loss of plant production and expensive call outs. The Telephone Technical Support Group maintains access to all plant drawings for rapid reference during 24/7 support calls. The Telephone Technical SL pport group has portable computers equipped to dial into the plant control system, in order to gaira better understanding of thef situation, and to make any necessary adjustments to control set-points pr software. Dial-in access requires a LAN modem or hi-speed internet connection atyourfacility acrd requires that you setup permissions in advance. If a situation requires a more detailed investigat on of control code, a GE programmer is on call at all times. The Technical Support Specialist will manage the resources needed within GE to assist you in resolving your plant issues. All client issues are tracked through to resoldcion using GE's state-of-the-art Issue Tracking software. The Plant Operators call the telephone number provided below and cite tie Plant's 24/7 Access Code. i Weekday Evenings & Nights, 6.00pm to 8.00om, Eastern Time Zone GMT-5 Weekends -All of Saturday and Sunday Telephone, toll free in North America Outside North America When you call, or if you are leaving a message, please provide the followi i hg information: Plant Name Your contact telephone number for a call bock A brief description of the issue. Plant Name: E' Ashland WWTP Original Project Number. 500127 Having the following plant documentation conveniently available to the plant operator and close to the telephone will contribute greatly to effective and rapid troubleshooting when a problem arises. CLSC: Control Logic Summary Chart - Details of the control logic ranges, a set points and action or derivation of alert/alarm. OSC Operation Sequence Chart - The PLC follows specific steps to automatically control valves, pumps and other devices during MODES OF OPERATION of the treatment plant. These steps are listed and described in the OSC. i i P&ID's: Piping & Instrumentation Diagram - schematic illustration of the functional relationship of piping, instrumentation and system equipment components. Electrical drawings of your plant. This will help with locating devices and fuses. Ashland - Service Agreement mGE August 24, 2015 174237 Page 7 of 19 i i I I A copy of this Telephone Technical Support service description, For control related issues, before making the call, it is very helpful to gate :er the lost 5 relevant alarm messages and the corresponding instrument or equipment tog numbers. To drive quick and definitive issue resolution, all client issues are tracked through to resolution using GE Waters state-of-the-art Issue Tracking softwore. All customer issues, warranty c aims and technical support questions are entered into the CIT system and given a tracking number in a single tracking system, accessible to all GE Waters employees worldwide. An issue manager takes ownership of the issue, er°gages GE staff who can help resolve the issue and provides the customer with updates on progress. Customers c n call for an update on their issue referencing their CIT tracking number. Issues that are taking too long to i esolve are automatically escalated to upper management for action. Not all issues can be resolved through telephone support In the event that the GE Technical Support Group cannot resolve the prol'lem with the Plant Operator over the phone in a reasonable time frame, more extensive service support options are c iailable at the rates and under the conditions published in the GE Services Labor Rate Sheet Off-Site control code programming On-Site service by a Service Representative. On-Site or Off-Site Process Support Wherever feasible, calls regarding non-urgent issues should be made during business hours. For any further questions regarding this Telephone Technical Support service, please feel free to contact us through the Business Hours telephone number or email above. GE is committed to partnering with Ashland. An important part of this pa,4nership is having dedicated contacts within GE. To assure thot our customers are fully supported, GE assigns a Regional Lfecycle Manager to each customer, This Regional Lifecycle Manager (RLM) will act as the GE Services "quarterback, communicating with plant staff to assure timely access to all the technical resources required from GE. A dedicated Process Analyst is assigned to each customer. The Process Analyst will be the primary contact for the plant staff forthe remote monitoring and diagnostic support of their system. Ashland - Service Agreement CAGE August 24, 2015 174237 Poge 8 of 19 I I 1 ' Jason Diamond Don Kelly Regional tafecycie Manager Western USA Process Analyst Daniel.keilyl@ge.com 3239 Dundas Street West 760 Shadowridge Drive, Oakville, Ontario L6M 482 Vista, California, USA 92083-7986 905 465 3030 ext 3273 ? 760 685 8562 905 399 7055 905 469 2243 760 305 0173 i As an on-going benefit to Ultrafiltration plants, this annual meeting typic.olly takes place over 2 days and consists of formal meetings and a tour of the hosting Ultrafiltration plant New technologies are introduced, current issues tabled, and roundtable discussions ensue on such topics as plant design )r spore parts strategies. The Users Group has become an excellent forum for experienced operators to keep curr&t, to renew old acquaintances, to exchange the "tricks of the trade" with each other, and to impart their hard won knowledge to newer Ultrafiltration operators. Each forum is chaired and organized by a duly selected, representative Ui trofiltration plant operator. Generous hospitality combines with informal experiences and exercisesto enhance the esprit de corps between plant operators. All Ultrafiltration plants are invited to send operators representing the pl:,intto participate in the Users Group. GE covers conference, food, and hospitality expenses. The plant must cover the operator's travel and hotel expenses and a small conference fee. GE supports this forum to facilitate interaction between Ultrofiltration Plant Operators and to provide a forum for real-world feedback to GE's management, design an+: operations staff. The first Ultrofiltration Users Group was formed in the year 2000 bringing together drinking water Plant Operators and the first Ultrafiltration Users Group for wastewater Plant Operators was organized in 2005. Previous User Group meetings have attracted operators from all over North America and from as for away as New Zealand. t Where InSight service is being delivered, GE retains ownership of all software utilized to perform the service. The software is provided to Ashland on a licensed basis, and GE reserves the right to have the software returned whenever InSight service is not being delivered. Where Ashland is responsible for InSight service delays of any kind there will be no extension to the agreement, Ashland is responsible to re-establish service and continue with the agreement Where GE is responsible for InSight service delays during the ogre .ement, the duration of the agreement shall be extended for the some period of the service delay. Ashland -Service Agreement ©GE August 24, 2015 174237 Page 9 of 19 The term of the agreement - 8-months. See under Section 9, Prl:e Summary Contract dates - April 1, 2016 - November 30, 2016 I InSight Bask 1 8 months 24/7 Emergency Telephone Technical Support 1 8 months InSight Basic Service - Monthly Fee 3110633 $478 8 $3,824 24/7 Emergency Telephone Technical 3066598 $206 8 $1,648 Support - Monthly Fee $5,472 I Purchase Orderto be issued in the name of ZENON Environmental Cor?oration. I I ZENON Environmental Corporation is the name of the legal entity providing services and is an affiliate of GE Water & Process Technologies Canada. Purchase Orders and Checks should be made out using,the name ZENON Environmental Corporation. Where a short reference is required in this document. for convenience, we are called simply CE. On approved credit, payment terms are Net 30 Days. InSight and 24/7 fees will be invoiced in advance ofthe service. i Price quoted is valid up to April 1, 2016. Please ensure that your Purchase Order has covered the following points. This Ivill ensure accurate and prompt order entry, product delivery, invoicing and accounts receivables processing and will prevent administrative delays for all parties. Ashland - Service Agreement OGE August 24,2015 174237 Page 10 of 19 i - Please be sure your Purchase Order is issued in the name`rf the specific GE legal entity issuing this proposal cited above. We will be glad to work with your Purchasing deF'irtment to set this entity up as an approved Supp)ierNendor. - Our strong preference is to receive a hard copy of your Puri hose order rotherthan a PO number alone. - Please reference the 6 digit Proposal Num +.er and the Proposal Date which are found in the footer of each page. - State the total priceyou are accepting for this order. i - Provide any required tax exemption certificates. - Please clearly define the plant site address or delivery, location and the Receiver's email & telephone. Specify receiving hours and any special off-loading requirements. i - Please include your requested delivery date or agreemer t start date. - Please send your Purchase Order by email to The Terms and Conditions that governed The City of Ashland's April 1, 2015 - November 30, 2015 contract will govern this contract, including the revised Exhibit D included; herein, that modifies GE's standard Terms and Conditions as written below. The following are GE's standard set of commercial terms & conditions, writtenFor moderate value transactions to allow an efficient and rapid provision of services and parts. Where Corporate Agreeme , t Terms have been previously agreed these may be brought forward by either party and applied by mutual consent. If eitF,9r of these terms sets are not immediately acceptable, please expect a typical 6-10 week cycle of mutual review to build g reement on changes. L Exclusive Terms and Conditions. Together with any other terms the Farties agree to in writing, these General Terms and Conditions - together with the last proposal in order of time issu;jd by the Seller- form the exclusive terms ("Agreement) whereby Buyer agrees to purchase, and Seller agrees',:o sell products and equipment (jointly "Equipment") and to provide advice, instruction and other services in connection with the sale of that Equipment I"Services"1. If Buyer sends to Seller other terms and conditions to wh, ch Seller may not respond, including but not limited to those contained in Buyer's purchase order, such shall not c,:iply. This Agreement may only be revised by a change order approved in writing by both Parties. All terms not defin'A herein shall be defined in Sellers proposal. 2. Equipment and Services. The Equipment to be delivered and the Serwres to be provided shall be as set out in this Agreement Unloading, handling, storage, installation, and operation of Buyer's systems orthe Equipment are the responsibility of Buyer. Buyer shall not require or permit Seller's perse nnel to operate Buyer's systems or the Equipment at Buyer's site. 3. Prices and Payment Buyer shall pay Seller for the Equipment and Services in accordance with the payment schedule (as set forth in Sellers proposal or, if applicable, in any special condit'ons agreed to in writing by the Parties). Unless otherwise specified in writing, payment is due net thirty (30) days from the date of Seller's invoice. Seller may require a Letter of Credit or other payment guarantee, in which case the stotad amount of the guarantee will be adjusted by Buyer in the event of any currency-based adjustment to prices or payment amounts per the Payment Schedule, and Buyer shall deliver the adjusted guarantee within five (5) days of request by Seller. Buyer agrees to reimburse Seller for collection "costs, including 21'0 (two percent) interest per month (not to exceed the maximum a mount permitted by applicable law), should Buyer fail to timely pay. Buyer shall have no rV hts to make any deduction, retention, withholding or setoff relating to any payments due under this Agreec',ent 4. Taxes and Duties. Seller shall be responsible for all corporate taxes measured by net income due to performance of or payment for work under this Agreement ("Seller Taxes"). Buyersholl be responsible for all taxes, duties, fees, or other charges of any nature {including, but not limited to, consumpticl, gross receipts, import, property, sales, stamp, turnover, use, or value-added taxes, and all items of withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto, imposed by any governmental authority on Buyer or Seller or its subcontractors) in relation to the Agreement or the performance of or payment for work.under the Agreement other than Seller Taxes Ashland - Service Agreement ©GE August 24, 2015 174237 Page 11 of 19 i j•. s; 1. rBuyer Taxes"l. The Agreement prices do not include the amount of zany Buyer Taxes. If Buyer deducts or withholds Buyer Taxes, Buyer shall pay additional amounts so that Seller recei es the full Agreement price without reduction for Buyer Taxes. Buyer shall provide to Seller, within one month of p( yment, official receipts from the applicable governmental authority for deducted or withheld taxes. Buyer shall urnish Seller with evidence of tax exemption acceptable to taxing authorities if applicable, prior to execution of tl!,e Agreement by both Parties or issuance by the Seller of the order acceptance. Buyer's failure to provide evidence of exemption at time of order will relieve Seller of any obligation to refund taxes paid by Seller. 5. Delivery, Title, Risk of Loss. Unless otherwise specified in this Agreement, Seller shall deliver all Equipment to Buyer FCA (Incoterms 2010) Seller's facility. The time for delivery of the Equipment to Buyer shall be specified in this Ag reement Seller's sole liability for any delay in delivery of the Equip,':-rent shall be as expressly set out in this Agreement The place of delivery specified herein shall be firm and fi:W, provided that Buyer may notify Seller no later than forty-five (45) days prior to the scheduled shipment date cl~i the Equipment of an alternate point of delivery, Buyer shall compensate Seller for any additional cost in implementir,'g the change. If any part of the Equipment cannot be delivered when ready due to any cause not attributable tc"Seller. Buyer shall designate a climate- controlled storage location, and Seller shall ship such Equipment to !!.orage. Title and risk of loss shall thereupon pass to Buyer, and amounts payable to Seller upon delivery or shipment shall be paid by Buyer along with expenses incurred by Seller. Services provided herein shall be charged at the rete prevailing at the time of actual use and Buyer shall pay any increase, and Buyer shall pay directly all costs fer storage and subsequent transportation. Failure by Buyer to take delivery of the Equipment shall be a materioj breach of this Agreement Title and risk of loss to the Equipment shall be transferred from Seller to Buyer at the point of delivery upon handover in accordance with this Agreement Title and risk of loss to the Services shall pass as they are performed. 6. Warranties and Remedies. Seller warrants that Equipmentsholl be d,Avered free from defects in material, workmanship and title and that Services shall be performed in a competent, diligent manner in accordance with any mutually agreed specifications. Seller's warranty does not cover the results of improper handling, storage, installation, commissioning, operation or maintenance of the Equiprent by Buyer or third parties, repairs or alterations made by Buyer without Seller's written consent, influent ti`rater which does not comply with agreed parameters, or fair wear and tear. Unless otherwise expressly provided in this Agreement, the foregoin( warranties are valid for a, chemicals and Services, for six (6) months from their date a Aelivery or the provision of Services; b. consumables, including filters and membranes (otherthon membranes for process treatment), twelve (12) months from their date of delivery,' C. membranes for process treatment, ninety (90) days from their date of delivery; d. Equipment other than chemicals and consumables, the earlier of, fifteen (1S) months from delivery or shipment to storage, or twelve (12) months from start-upff yst use; e. software, ninety (90) days from the date of receipt; f. Equipment not manufactured by Seller, the warranty shall be the manufacturer's transferable warranty only, Any claim for breach of these warranties must be promptly notified in., writing, and Buyer shall make the defective item available to the Seller, or the claim will be void. Seller's sole responsibility and Buyer's exclusive remedy arising out of or relating to the Equipment or Services or any breach of these warranties is limited to repair at Seller's facility or (at Seller's option) replace at Seller's facility the defective item of Equipment, and re-perform defective Services. In performance of its obligations hereunder, Seller will not control the actual operation of either Buyer's systems or the Equipment at the Buyer's site. Warranty repair, replacement or re-performance by Seller shall not a Idend or renew the applicable warranty period. The warranties and remedies are conditioned upon (a) proper unloading, handling, storage, installation, use, operation, and maintenance of the Equipment and Buyer's facility anrr all related system in accordance with Seller's instructions and, in the absence, generally accepted industry practice, (b) Buyer keeping accurate and complete records of operation and maintenance during the warranty period and providing Seller access to those records, and (c) modification or repair of Equipment or Services only as authorized vy Seller in writing. Failure to meet any such conditions renders the warranty null and void. I; Ashland - Service Agreement mGE August 24, 2015 + 174237 Page 12 of 19 j I The Buyer will be entitled to assign to a subsequent owner of the Eq r)pment the warranties of the Seller under this Agreement, provided that a prior written notification is sent to the SpIler and the assignment agreement contains terms and conditions which provide the Seller with the protections c:fthe warranties and limitations on liability contained in the Agreement Subject to Buyer's compliance with the, foregoing requirement, such warranty rights are expressly assignable by the Buyer to a subsequent owner of the Equipment Except as provided herein, Buyer is not entitled to extend or transfer this warranty to any other party. T~re warranties and remedies set forth in this article are in lieu of and exclude all other warranties and remedies, <tatutory, express or implied, including any warranty of merchantability or of fitness for a particular purpose. Unless otherwise expressly stipulated in this Agreement, Seller give!; no warranty or guarantee as to process results or performance of the Equipment, including but not limited to produ 1t quality, flow, production, capacity, membrane life, chemical consumption, regulatory compliance or energy consun ption. 7. General Indemnity. Seller shall indemnify and hold harmless Buyer fitom claims for physical damage to third party property or injury to persons, including death, to the extent caused try the negligence of Seller or its officers, agents, employees, and/or assigns while engaged in activities under this Age Bement Buyer shall likewise indemnify and hold harmless Seller from claims for physical damage to third party l roperty or injury to persons, including death, to the extent caused by the negligence of the Buyer, its officers, agents! employees, and/or assigns. In the event such damage or injury is caused by the joint or concurrent negligence of !teller and Buyer, the loss shall be borne by each Party in proportion to its negligence. For the purposes of this article i+.) "Third party' shall not include Buyer or any subsequent owner of the Equipment, their subsidiaries, parents, affiliates, agents, successors or assigns including any operation or maintenance contractor, or their insurer, and Oil no portion of the Equipment is "third party property'. i 8. Compliance with laws and Permits. All permits, authorizations, and !;'tenses which are required to construct, install and/or operate Buyer's facility or equipment, to use the Equipment, or to manage and dispose of any wastes, discharges, and residues resulting from Buyer's use of the Equipment, shall be obtained and maintained by Buyer at Buyer's sole expense. Buyer is responsible for compliance with all lovfs and regulations applicable to the storage, use, handling, installation, maintenance, removal, registration, and llibeling of all Equipment after delivery of the Equipment, as well as for the proper management and disposal of oll!wastes, discharges, and residues. g. Buyer's Site Conditions. Buyer warrants that any data furnished to tlylle Seller concerning conditions at Buyer's site (including but not limited to any existing Buyer facility, equipment oriprocesses, influent water or other substances to be treated or measured with the Equipment) is accurate and comOIete, and the Seller reserves the right to utilize the most appropriate design compatible with generally accepted engineering practices, and to make changes in details of design, manufacture and arrangement of Equipment unlesj, precluded by any limitations specified in this Agreement Seller shall notify Buyer of (1) any conditions at Buyer's sil:e which materially differ from those indicated in the data furnished by Buyer, (2) any previously unknown physical renditions at Buyer's site of an unusual nature, not revealed by previous investigations and differing from those ordiparily encountered in the type of work provided for in this Agreement, and (3) the presence of any Hazardous Materials (as defined below), the existence of a contaminated soil, unexploded ordinance, or archaeological remains; If such conditions cause an increase in Seller's cost or in the time required for the performance of Seller's obligation:;,, Seller shall be entitled to an equitable adjustment in the Agreement price and an extension in the time for performance. 10. Hazardous Materials and Wastes. In the event that Seller encountersany Hazardous materials (meaning toxic substances, hazardous substances, pollutants, contaminants, regula~ed wastes, or hazardous wastes as such terms may be defined or classified in any law, statute, directive, ordinance dr regulations promulgated by any applicable governmental entity) at Buyer's site, other than Hazardous Materials introduced by Seller or that are otherwise the express responsibility of Seller under this Agreement, Buyer shall immediately take whatever precautions are required to legally eliminate such Hazardous Materials so that the Seler's work under this Agreement may safely proceed. At no time shall Seller be deemed to have taken title to or th'6 responsibility for the management or disposal of any wastes, Hazardous Materials, influent water, any resultant product streams, wastewater streams, discharges, cleaning materials, or any other materials or substances 1processed by the Equipment or otherwise located at Buyei's site. Seller does not take responsibility for and her by expressly disclaims responsibility for the choracterization or disposal of wastes, Hazardous Materials, or for th identification, selection, or management of disposal facilities for any wastes. j. I _ Ashland-~ServiceAgreement ©G~. E August 24, 2015 174237 Page 13 of 19 is f I M Excusable Delays. Seller shot I not be liable nor in breach or default of its obligations under this Agreement to the extent performance of such obligations is delayed or prevented, diretctly or indirectly, due to causes beyond the reasonable control of Seller, including, but not limited to: acts of Got,, natural disasters, unusually severe weather, fire, terrorism, war (declared or undeclared) epidemics, material shortages, insurrection, act (or omissions) of Buyer or Buyer's contractors/suppliers or agents, any act for omission) by tiny governmental authority, strikes, labor disputes, transportation shortages, or vendor non-performance. Thc1 delivery or performance date shall be extended for a period equal to the time lost by reason of delay or non-performmce, plus such additional time as may be necessary to overcome the effect of the delay or non-performance. [delivery or performance is delayed for a period exceeding 180 (one hundred and eighty) days, either Party mayterm;nate this Agreement withoutfurther liability provided that Seller shall be paid an amount equal to that which wwa ld be payable to Seller under the article entitled "termination'. If Seller is delayed by any acts (or omissions) of Buyer;or by the prerequisite work of Buyer's other contractors or suppliers. Seller shall be entitled to an equitable adjuament in schedule, price and/or performance, as applicable. ! 12. Emergencies. If the safety of Sellers personnel is threatened or likely? to be threatened by circumstances outside the reasonable control of Seller, including but not limited to war, ormed;Ponflict, civil unrest, riots, terrorism, kidnapping, presence of or exposure to hazardous materials, unsafe working conditions, or by the threat of such circumstances or a lack of adequate protections against such circumstances, Seller pholl be entitled to take all necessary steps to ensure the security and safety of its personnel including the evacuation of personnel until such circumstances no longer apply. Any such occurrence shall be considered an excusable relay event. Buyer shall reasonably assist in the event of any such evacuation. 13. Confidentiality, Intellectual Property. Both Parties agree to keep conindentiol the other Party's proprietary non- public information, if any, which may be acquired in connection with "his Agreement. Buyer will not, without Sellers advance written consent, subject Equipment to testing, analysis, or any type of reverse engineering. Seller retains all intellectual property rights including copyright which it has in all drawings and data or other deliverables (including the Equipment) supplied or developed under this Agreement Buyer c1rees that it will not file patent applications on the Equipment or any development or enhancement of the Equipmen[ or of processes and methods of using the Equipment, without Sellers express prior written permission. Buyer farther agrees that in any event any such patents will not be asserted against Seller or its other buyers based upon purchase and use of such Equipment Seller grants to Buyer a non-exclusive, non-terminable, royalty free li!~ense to use the intellectual property embedded in Equipment delivered to and paid for by the Buyer, as we l as any drawings, design or data delivered to and paid for by the Buyer, for the purposes of owning, financing, usKi, operating and maintaining the relevant Equipment at Buyer's site. Such license may only be assigned to a sutsequent owner of the Equipment or to an operations and maintenance subcontractor. Such license does not ex,end to the re-creation of the Equipment or the manufacture of spares or consumables by Buyer orthird parties. Any software Seiler owns and provides pursuant to this Agreement shall remain Sellers property. Seller provides to Buyer a limited, non-exclusive and terminable royalty free project-sps dfc license to such software for the use, operation or maintenance at Buyers site of any Equipment purchased hereunder to which the software is a necessary component Buyer agrees not to copy, sub-license, translate, transfer, reverse engineer, or decode the software. Seller shall indemnify and hold harmless Buyer from any rightful claim of any third party that any Equipment or Service infringe a patent in effect in the USA, or country of delivery (provided there is a corresponding patent issued by the USA), or USA copyright or copyright registered in the country of delivery. if the Buyer notifies the Seller promptly of the receipt of any such claim, does not take any position Odverse to the Seller regarding such claim and gives the Seller information, assistance and exclusive authority to settle and defend the claim, the Seller shall, at its own expense and choice, either M settle or defend the claim and pay ell damages and costs awarded in it against the Buyer, or (ii) procure for the Buyer the rightto continue using the Equipment or Service, or (iii) modify or replace the Equipment or Service so that it becomes non-infringing, or (iv) remove] the infringing Equipment and refund the price. The above paragraph shall not apply to any misuse of Equipment or Equipment which is manufactured to the Buyers design, or to alleged infringement arising from the combination, oper+p tion, or use of any Equipment or Services with other equipment or services when such combination is part of any allggedly infringing subject matter. The foregoing list of sub-sections M, Iii), CHO, and (iv) and related terms state the entire liability of the Seller for intellectual property infringement by any Equipment or Service. p Ashland - Service Agreement ©GE August 24, 2015 174237 Page 14 of 19 I I I If i° I' . 14. limitations on Liability. Notwithstanding anything else contained irlthis Agreement, to the maximum extent permitted by law, and regardless of whether a claim is based in con ract (including warranty or indemnity), extra contractual liability, tort (including negligence or strict liability), sto ute, equity or any other legal theory: a. THE TOTAL LIABILITY OF THE SELLER AND OF ITS INSURER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT OR U_'=E OF ANY EQUIPMENT OR SERVICES SHALL NOT EXCEED THE TOTAL PRICE PAID BY BUYER UNDER THIS AGRI`.EMENT OR (I N THE CASE OF AN AGREEMENT FOR SERVICES WITH ATERM OF MORE THAN ONE YEAR) THE ANNUAL PRICE PAYABLE BY BUYER UNDER THIS AGREEMENT; b. IN NO EVENT SHALL SELLER BE UABLE FOR ANY LOSS OF PR !)FIT OR REVENUES, LOSS OF PRODUCTION, LOSS OF USE OF EQUIPMENTOR SERVICES OR ANY ASSOCIATED E.~UIPMENT, INTERRUPTION OF BUSINESS, COST OF CAPITAL, COST OF REPLACEMENT WATER OR POWER, DG`WNTIME COSTS, INCREASED OPERATING COSTS, CLAIMS OF BUYER'S CUSTOMERS FOR SUCH DAMAGES, OR F~'R ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES; C. SELLER'S LIABILITY SHALL END UPON EXPIRATION OF THE AI PLICABLE WARRANTY PERIOD, PROVIDED THAT BUYER MAY CONTINUE TO ENFORCE A CLAIM FOR WHICH IT OAS GIVEN NOTICE PRIOR TO THAT DATE BY COMMENCING AN ACTION OR ARBITRATION, AS APPLICABLI,;UNDER THIS AGREEMENT, BEFORE EXPIRATION OF ANY STATUTE OF LIMITATIONS OR OTHER LEGAL TIME Lit' ITATION BUT IN NO EVENT-TO THE EXTENT PERMITTED BY APPLICABLE LAW - LATER THAN FIVE (5) MOATHS AFTER EXPIRATION OF SUCH WARRANTY PERIOD. Forthe purposes of this article, "Seller' shall mean Seller, its affilioW, subcontractors and suppliers of any tier, and their respective agents and employees, individually or collectively, if $uyer is supplying Sellers Equipment or Services to a third party, Buyersholl require the third party to agree ~:o be bound by this article. If Buyer does not obtain this agreement for Sellers benefit for any reason. Buyer shall'hdemnify and hold Seller harmless from all liability arising out of claims made by the third party in excess of the !imitations and exclusion of this article. 15. Termination. This Agreement and any performance pursuant to it mc!j be terminated by either Party, and the consequences of such termination shall be as set out in the next parcgraph, if the other Party a. becomes insolvent, makes on assignment for the benefit of is creditors, has a receiver or trustee appointed for the benefit of its creditors, or files for protecif n from creditors under any bankruptcy or insolvency lows; or b. fails to make any payment when due or to establish any paj,~ment security required by this Agreement, or commits a material breach or defaults in its material obligo`aons under this Agreement, and such default is not cured within thirty (30) days of written notice from the oI her Party. Upon the termination of this Agreement by Buyer for cause 5) Seller s!liall reimburse Buyer the difference between that portion of the Agreement price allocable to the terminated stop ! and the actual amounts reasonably incurred by Buyer to complete that scope, and Pi) Buyer shall pay to Seiler (a) VI)e portion of the Agreement price allocable to Equipment completed, and (b) amounts for Services performed before the effective date of termination- Upon the termination of this Agreement by Seller for cause Buyer shall pay to SAIer within thirty (30) days of receipt of invoice the price of all Equipment or Services delivered at the date of terminal ion, plus an amount equal to all costs and expenses incurred in the engineering, sourcing, financing, procurement, manufacture, storage and transportation of the Equipment including materials, work in progress and any concellation charges assessed against Seller by Sellers suppliers including reasonable overhead and profit on all such costs dnd expenses. Alternatively, if any schedule of termination payments has been agreed between the Parties, Buyer shall pay to Seller within thirty (30) days of receipt of invoice the amounts set out in that schedule. Seller shall have the right to suspend performance upon written notice to Buyer in any case where Seller would have the right to terminate the Agreement under this article, without prejublice to Sellers right to terminate this Agreement for cause. Any cost incurred by Seller in accordance with alpy such suspension (including storage costs) shall be payable by Buyer upon submission of the Sellers invoice(s). Performance of the Sellers obligations shall be extended for a period of time reasonably necessary to overcome the effects of such suspension. 16. Governing Low, Dispute Resolution. This Agreement shall be govern by the substantive laws of the State of New York. In the event of a dispute concerning this Agreement, the complaining Party shall notify the other Party in writing thereof. Management level representatives of both Parties sh c 11 meet at an agreed location to attempt to Ashlond - Service Agreement CAGE August 24, 2015 i 174237 Poge 15 of 19 I i resolve the dispute in good faith. Should the dispute not be resolved within thirty (30) days after such notice, the complaining Party shall seek remedies exclusively through arbitratibn. The seat of arbitration shall be the federal district court in Philadelphia, PA, and the rules of the arbitration wil",; be the Commercial Arbitration Rules of the American Arbitration Association, which are incorporated by referes.°ce into this article. Notwithstanding the foregoing, each Party shall have the right to commence on action or proceeding in a court of competent jurisdiction, subject to the terms of this Agreement, in or~er to seek and obtain a restraining order or injunction to enforce the confidentiality intellectual property provisions set forth in the firsttwo paragraphs of article 13; nuclear use restrictions set forth in article 17, orto seek i r~terim or conservatory measures not involving monetary damages. 17. No Nuclear Use. Equipment and Services sold by Seller are not intended for use in connection with any nuclear facility or activity, the Buyer warrants that it shall not use or permit ethers to use the Equipment or Services for such purposes, without the advance written consent of Seller. If, in bregcll of this, any such use occurs, Seller (and its parent, affiliates, suppliers and subcontractors) disclaims all liability for any nuclear or other damage, injury or contamination, and, in addition to any other rights of Seller, Buyer JAI indemnify and hold Seller (and its parent, affiliates, suppliers and subcontractors) harmless against all such licbility. 18. Export Control. Seller's obligations are conditioned upon Buyer's corrpliance with all USA and other applicable trade control laws and regulations. Buyer shall nottrans-ship, re-export d~avert or direct Equipment fincluding software and technical data) other than in and to the ultimate country of Best notion declared by Buyer and specified as the country of ultimate destination on Seller's invoice. 19. Changes. Each Party may at any time propose changes in the schedule or scope of Equipment or Services. All changes to the Equipment or Services shall be subject to mutual agr(Iement via a written change order or variation, which shall only become effective once signed by both Parties. The scope, Agreement price, schedule, and other provisions will be equitably adjusted to reflect additional costs or obligations incurred by Seller resulting from a change, after Seller's proposal date, in Buyer's site-specific requirements or procedures, or in industry specifications, codes, standards, applicable laws or regulations. It shall be acceptah~le and not considered a change if Seller delivers Equipment (including Equipment replacement under warranty) that t4ars a different, superseding or new part or version number compared to the part or version number listed in the'Agreement, provided that in no circumstance shall this affect any other of Seller's obligations including those set forth in article 6. 20. Conflicts; Survival, Assignment If there is any conflict between this Agreement and any written proposal or quotation provided by Seller, then the terms and conditions set forth in this Agreement shall prevail. If any term or condition of this Agreement or any accompanying terms and conditit ns are held invalid or illegal, then such terms and conditions shall be reformed to be made legal or valid, or deleted', but the remaining terms and conditions shall remain in full force and effect, and this Agreement shall be interpretdd and implemented in a manner which best fulfills Parties' intended agreement Those provisions which by their nature remain applicable after termination shall survive the termination of this Agreement for any reason. Seller may ~ ssign or novate its rights and obligations under the Agreement, in whole or in part, to any of its affiliates or ma¢i assign any of its accounts receivable under this Agreement to any party without Buyer's consent, and the Buyer hereby agrees, by signing this Agreement, to such assignment and to execute any document that may be necessary to complete Sellers assignment or novation. This Agreement shall not otherwise be assigned by either Party without the other Party's prior written consent, and any assignment without such consent shall be void. Seller may (i) manufacture and source the Equipment and any part thereof globally in the country or countries of its choosing; and fii) may subcontract portions of the Services, so long as Seller remains responsible for such. 2L No Third Party Beneficiary. Except as specifically set forth in the article entitled 'Limitations on liability' and 'No Nuclear Use', this Agreement is not intended to, and does not, give tolany person who is not a party to this Agreement any rights to enforce any provisions contained in this Agreement 22. Entire Agreement This Agreement embodies the entire agreement belhween Buyer and Seller and supersedes any previous documents, correspondence or agreements between them. No modification, amendment, revision, waiver, or other change shall be binding on either Party unless agreed in writilng by the Party's authorized representative. Any oral or written representation, warranty, course of dealing, or trace usage not specified herein shall not be binding on either Party. Each Party agrees that it has not relied on, or Peen induced by, any representations of the other Party not contained in this Agreement. Ashland - Service Agreement ®GE August 24,2015' , 2015 1742,37 Page 16 of 19 f . r. i. i I. 1. Data Rights. The parties acknowledge that in performance of the Services, Seller will be collecting data from Buyer relating to Buyer's processes, materials, equipment and other information ('Dotal. Buyer hereby consents to the collection of such Data by the Seller. The following provisions will aaplyto Data. 2. Custodian. Seller will be custodian of the Data. Seller will store ondl maintain the Data in a secure manner and logically separate from data belonging to other customers consistent with industry standards. Data will be stored and maintained by Sellerfar an archive period of lyear, and then sioll be destroyed Periodic back-ups of Data will be maintained as necessary for Seller to perform its obligations herein and in accordance with reasonable commercial practices. Seller may store such information in any locction and in such a manner as it deems appropriate in its sole discretion in accordance with reasonable commercial practices. All Data remains subject to the confidentiality provisions set forth in this Agreement. 3. BuyerAccess. Seller may provide access to Buyer to Data during thst: period which Data is stored. For individual access, Buyer shall provide a request for authorization for each in6"Idual requesting such access. Authorized personnel of Buyer shall be issued a unique User ID and password that identifies and may be used by only a single user. All requests for access shall be through an officially approved end documented process of Buyer. Seller shall use reasonable commercial efforts to provide user access to Buyer iii a timely manner. In the case that any employee or contractor no longer requires access or in the case where such employee or contractor is voluntarily or involuntarily terminated. Buyer shall notify Seller immediately atwhkh time such User ID will be disabled and access terminated. Seller shall not be liable for any access by indivir uols based on whole or in part by the failure on the part of Buyer to provide timely notice of restrictions on or terminlation of access. Upon reasonable request by Buyer and to the extent technically feas,,ble or practical, copies of some or all of Buyers Data shall be transferred to Buyer pursuant to mutually agreed upor~, protocols, procedures and schedules. Moreover, reports that summarize Data may be developed from tim to time and provided to Buyer. Seller shall be compensated on a time and materials basis for any such transfer or I;eport generation. Buyer or Seller may develop applications for accessing Data from mobile devices. Additional user identification and secure login information may be required by Seller. Seller shall use reasonable commercial efforts to ensure that mobile access to Data is secure. However, Buyer acknowledges that !much of wireless network security is controlled by 3rd party carriers or network vendors and Seller shall not be liable, for any security breaches based in whole or in part on services provided by such 3rd parties. 4. Seller Access. Seller will restrict access to Data to those employees, agents and contractors of Seller with a need to know. in addition to accessing Data through computer terminals, sur;h employees, agents and contractors may access Data through computer monitors disposed in monitoring lobokotories or control rooms at sites operated by or on behalf of Seller. Access by such individuals on behalf of Seller t9 stored Data shall be controlled through individual user names and passwords consistent with Sellers information technology policies and procedures. Access by such individuals on behalf of Seller to displayed Data on mi~nitors shall be restricted through controlled access or other reasonable security measures determined by Seller i6 its sole discretion. S. Security/ Unauthorized Access. Buyer shall not reverse engineer, hock, access or attempt to access, or have anyone do so on its behalf, any data, systems, programming, or any other information maintained by Seller. In addition, Buyer or those acting on Buyers behalf shall not develop or insert int? any of Sellers systems, networks or data any back-door access, viruses, Trojan horses, tracking or other cookies, malware or any other unauthorized software. 6. Right To Use Data. Buyer shall have unlimited rights to use the Data fir any purposes not inconsistent with this Agreement. Seller may use the Data (1) for any and all purposes in furtherance of this Agreement; (21 for internal research and development purposes; and (3) in the aggregate farstot~sticai and other analysis, provided that in the case of (3) above, no information identifying Buyer shall be associates;:with such analysis. Seller may share Data with its affiliates, including its affiliates in other countries, for the pur~ oses described above. 7. Network Interface. Buyer will install and maintain any and all equiprrent, systems, software and network interfaces at, and provide telecommunications access to, its facilities as may be 'required to gather and communicate Data to Sellers monitoring systems in conformance with Sellers interface specifications. Buyer shall use commercially reasonable efforts to maintain its equipment, systems, software and network interfaces to ensure that there are no viruses, Trojan horses, tracking or other cookies, malware or any other harmful software embedded in or attached to Data or such equipment, systems, software or network interfaces that are accessed by or otherwise affect Sellers Ashland - Service Agreement OGE August 24, 2015 j 174237 Page 17 of 19 I I equipment, systems or software. Upon reasonable request by Selk r, Buyer shall perform testing or audits to verify compliance with this paragraph at Seller's sole expense. 8. Use. Buyer agrees to use Seller-supplied equipment only in accordance with Seller's instructions and shall only use Seller approved chemical products in connection with the equipmer ~ To the extent that Buyer fails to do so, Buyer hereby agrees that any and all applicable warranties for the Service;, including, but not limited to, any accuracy or performance guarantees shall be waived. 9. Intellectual Property. Buyer shall not nor shall it allow any third parry to reverse engineer the equipment nor permit or otherwise grant any third party access to the equipment for such ;purpose. Neither party shall acquire any right, title, or interest in or to any po ents, trademarks, trade secrets, copyrights or other intellectual property of the other Party or any intellectual pror'erty rights therein in existence before the date of this Agreement. i Buyer shall own all right, title and interest in and to all documents, d.3to, reports and other deliverables provided in accordance with the Services hereunder Meliverobles"1 and all intellectual property and all intellectual property rights therein, and Seller hereby assigns to Buyer all right, title and interest of Seller in and to all intellectual property rights in the Deliverables. Seller retains all intellectual property rights in the Services, excludinj the Deliverables. 10. Buyer Indemnified. Except to the extent that Goods are made entirel}r to Buyer's design, specifications or instructions, Seller shall be liable for and indemnify, defend and hold harmless Buyer from and against all claims asserted against, or suffered, sustained, paid or incurred by Buyer orFsing out of or relating to the actual or alleged infringement or misappropriation of any intellectual property rights, and any litigation or other proceedings based thereon, with respect to any Goods or any intellectual property made or provided by or on behalf of Seller. Seller shall have the right at its own expense to substitute non-infringing Goods or to modify infringing Goods so they become non-infringing, or to obtain the necessary licenses to use the,! infringing Goods, in each case only if the substituted or modified Goods meets all of the requirements of and is'subject to all of the provisions of this Agreement. I i I i I i I „ IAshiond - Service Agreement ®GE August 24, 2015 r' 174237 Page 1$ of 19 i ADDENDUM "CHANGE ORDER" TO CITY OF ASHLANAND GE WATER PROCESSING TECHNOLOGIES CONTRACT FOR PERSONAL :,,ERVIyt`ES 4~r Addendum made this day of 20X,between the City of Ashland ("City") and GE Water Processing Technologies ("Contractor"). Recitals: A- City and Contractor intend to enter into a City of Ashland Conl act for Personal Services to provide software support and emergency telephonic technical support to ~ynsure proper operation of the City's wastewater system. B. The Contractor has supplied its own contract with terms and conditions (Exhibit C to the City's Contract) which conflict with terms and conditions of the City's sty ndardized contract. Despite the fact that the City's contract states that its terms and conditions in its stand: gird contract wilt take precedence in the event there is a conflict between the two contracts, the City wishes to ensure clarification where doubt may arise. C. Section 8.1 of the "General Terms and Conditions of Sale" in :s',ontractor's contract states that the "Agreement may only be revised by a change order approved in v. riting by Both Parties." City and Contractor agree to amend by way of this "change order, the Contractor's contract in the following manner; 1. Strike Section. 1 of Exclusive Terms and Conditions, and reple?,-e with the following: Exclusive Terms and Conditions. The Parties agree to read t'lese terms together with those in the City of Ashland's standard Personal Services Contract in a mr nner that is consistent where possible. In the event of conflicts or discrepancies among the Contract Documents, the City of Ashland Contract for Personal Services 'to provide software support an 3 emergency telephonic technical support to ensure proper operation of the City's wastewater system, will be primary and take precedence, and any exhibits or ancillary contracts or agreemrints having redundant or contrary provisions will be subordinate to and interpreted in a manner tl at will not conflict with the said primary City of Ashland Contract. j. 2. 3. Strike Section 16 Governing Law. 4. Strike the first sentence of Section 20 Conflicts: Survival. A,'~,sicnments. 5. Except as modified above, the terms of the Citbj of Ashland Contract for Personal Services shall remain in full force and effect. CONTRACTOR: CITy HLAND: BY By 2= S } Department Head Its Date DATE Purchase !Order; Acct. ENO." W8'A§TCJ FORM Ashland As--t Attomle*y Ci7Y OF ASHLAND, ADDGNDUPAI TO CONTRACT FOR PERSONAL SERVICE r' J ~2tP ~ 1. i i i g ..I By virtue of having issued this proposal GE heeeby signals their intent to enter' into on agreement with Ashland. Ashland acknowledges that they have read and understood this Agreement and agree; to be bound by the terms and conditions specified in it. Offered by Legal ZENON Environmental Corporation, Accepte~'by The City of Ashland Oregon Entity: also known as GE or Seller Legal Ent W. also known as Ashland or Biyer Summary Authori%ed Signature 3y. Product/Service InSight and 24/7 Contract Renewal T, le: Ice Price USD $5,472 Signoti~ re l D 1 DadQ j_L/t l Signatu -e: x t Purchase Order Vo: ,rvt P Upon acceptance of this proposal, please forward the following either • by OR email with.pdf attachments or • by postal mail or • by fox GE Water & Process Technologies Attention: Contracts Administrator 11 this signature page completed t0' 3239 Dundas Street West, 2) a hard copy of your purchase order, and Oakville, Ontario, Canada L6M 462 31 any required tax exemption certificates OR Fax No.: 905 465-3050 This agreement comes into force when GE has issued a formal acceptance of A::;;hland's Purchase order or of this Ashland signed agreement V - ~1 C `s L ~ Y2 A 'I.:s n~ P i. YV3 flu d:. 7 Ashland - Service Agreement ®GE August 24, 2015 174237 Page 19 of 19 i Page 1 / 1 CITY OF AS H i AN ~ DATE PO NUMBER •.720 E MAIN ST. F12/18/2015 13298 ASHLAND, OR 97520 (541) 488-5300 VENDOR: 012643 SHIP TO: Ashland WWTP GE - ZENON ENVIRONMENTAL CORP, GE WATEF (541) 488-5348 14506 COLLECTIONS CENTER DRIVE 1295 OAK STREET CHICAGO, IL 60693 ASHLAND, OR 97520 FOB Point: Ashland, Oreqon Req. No.: Terms: Net Dek: Req. Del. Date: Contact: David Gies Special Inst: Confirming? No Quantity Unit Description Unit Price Ext. Price Insight Basic Service - $478/Mo 5,472.00 24/7 Emergency Telephone Technical Support - $206/Mo Contract duration and start date: April 1, 2016 - November 30, 2016 Location: Waste Water Treatment Plant i l i SUBTOTAL 5,472.00 BILL TO: Account Payable TAX 0.00 20 EAST MAIN ST FREIGHT 0.00 541-552-2010 I TOTAL 5,472.00 ASHLAND, OR 97520 Account Number Project Number Amount Account Number Project Number Amount E 675.08.19.00.60410 5,472.00 Aut rized Signature VENDOR COPY ~n IA R A 1 (Date of request: Required date for delivery: Vendor Name Address, City, State, Zip Contact Mane & Telephone Number Fax Number SOURCP-58 METHOD ❑ &emptfrom Competitive Bidding ❑ Emergency ❑ Reason for exemption: ❑ Invitation to Bid (Copies on fide) ❑ Form #13, Written findings and Authorization ❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached ❑ Written quote or proposal attached ❑ Small Procurement Cooperative Procurement Less than $5.000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon ❑ Direct Award Date approved by Council. Contract # ❑ Verbal/Written quote(s) or proposal(s) ❑ State of Washington Intermediate Procurement Sole Source Contract T GOODS SERVICES Applicable Form (#5,6, 7 or 8) El Other govemment agency contract $5.000 to $100,000 Written quote or proposal attached Agency ❑ (3) Written quotes and solicitation attached ❑ Form #4, Personal Services $5K to $75K Contract # PERSONAL SERVICES El Special Procurement Intergovernmental Agreement 85.000 to 575.000 ❑ Form #9, Request for Approval ❑ Agency ❑ Less than $35,000, by direct appointment El Written quote or proposal attached Date original contract approved by Council: F1 (3) Written proposalstwriiten solicitation Date approved by Council: (Date) ❑ Form #4, Personal Services $5K to $75K Valid until- Date) Description ci SERI"ICES Total Cost Aw)V4 e? Item- 4 Quantity Unit Description of MATERIALS Unit Peke Total Cosa i ' I I 1 ❑ Per attached quotelproposal $ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - "Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. By signing this requisition form 1 certifytia" the itys public contracting requirements have been satisfied. iJ V Employee: G Department head: (Equal to or gr ,000) Department Manager/Supervisor: City Administrator: (Equal to or greater than $25,000) u a.. ..v _ rliC'. v✓,i ~i (=i;:t ~:3 L': 5.L CITY OF FORM #s ASHLAND SOLE-SOURCE DETERMINATION AND WRITTEN FINDINGS GOODS AND SERVICES Less than $100,000 To: Mike Faught, Public Works Director From: David Gies, Wastewater & Water Reuse Supervisor Date: 9-1-2015 Re: Sole Source Determination and Written Findings for Goods and Services In accordance with AMC 2.50.090(F), the Department Head shall determine in writing that there is only one provider of a product or service of the quality and type required available. Estimated total value of contract: $5,472.00 Project name: GE Water Yearly Service Program Description of goods and services: Annual 24/7 emergency service and Insight Service. Background: The City of Ashland WWTP utilizes Zenon membranes filtration for removing phosphorus. This contract covers 24/ emergency support and a remote access program that monitors the membrane process 24/7 and issues weekly reports on how efficient the system is operating. Form #t5 - Sole Source -Goods and Services - Less than $100,000, Page 1 of 2, 9/1/2015 Findings: [The findinjzs below must include factual information supporting the determinationl. Market Research Overall finding: L n accordance with ORS 279B. 075 these are the examples of finding hat should be addressed. Select at least one of the findings and prepare the determination as it specifically relates to the goods or services being procured. More than one finding can be addressed. The findings are as follows. Pursuant to ORS 279B.075 (2)(a): Provide findings supporting your determination that the efficient utilization of existing goods requires the acquisition of compatible goods or services from only one source. The City of Ashland has a Zenon membrane filtration system in place for removing phosphorus. This is a proprietary system and this contract is with a specific firm (G. E. Water) that is authorized to support Zenon sofhvare. Pursuant to ORS 279B.075 (2)(b): Provide findings supporting your determination that the goods or services required for the exchange of software or data with other public or private agencies are available from only one source. N/A Pursuant to ORS 279B.075 (2)(c): Provide findings supporting your determination that the goods or services are for use in a pilot or an experimental project. N/A Pursuant to ORS 279B.075 (2)(d): Any other findings that support the conclusion that the goods or services are available from only one source. This agreement helps the city should the membrane computerized system fail or crash. If the membrane filtration system is off line for an extended period of time, the City's NPDES Permit could be violated with excess phosphorus being discharged. This 241 support is invaluable in getting the system up and operating correctly. Form #5 - Sole Source-Goods and Services - Less than $100,000, Page 2 of 2, 91112015